8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 16, 2019

CPS TECHNOLOGIES CORP.
(Exact Name of Registrant as Specified in its Charter)

Delaware	0-16088	04-2832509
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
111 South Worcester Street, Norton, Massachusetts		02766
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code		508-222-0614
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4( c)) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section(b) of the Act:

       Title of Each Class                    Trading Symbol(s)                  Name of Each Exchange on Which Registered

Common Stock, $0.01 par value             CPSH                                        NASDAQ Capital Markets

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). [ ] Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ] 

Item 5.02 Departure of Directors or Principal Officers, Election of Directors, Appointment of Principal Officers.

On August 16, 2019, the Company’s Board of Directors elected Ralph M. Norwood, retired Chief Financial Officer of CPS Technologies, to the Company’s Board of Directors.

The Company issued a press release relating to this change on August 21, 2019; the press release is attached hereto as Exhibit 99 and is incorporated herein in its entirety by reference.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CPS Technologies Corporation (Registrant)
Date:  August 21, 2019	/s/ Charles K. Griffith, Jr. Charles K. Griffith Jr. Chief Financial Officer

EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
99	Press release dated August 21, 2019 of CPS Technologies Corporation announcing changes in the Company’s Board of Directors.

EX-99

 

CPS TECHNOLOGIES CORPORATION APPOINTS RALPH M. NORWOOD TO ITS BOARD OF DIRECTORS

Norton, Massachusetts, August 20, 2019. CPS Technologies Corporation (NASDAQ:CPSH) today announced the appointment of Ralph M. Norwood to the Company’s Board of Directors..

Mr. Norwood served as the Chief Financial Officer of CPS Technologies Corporation (CPS) from 2011 until earlier this year when he retired. Prior to serving as CPS’ CFO, Mr. Norwood was President of Navigator Advisors LLC, a financial consulting company. From 2002 until 2005 he served as Vice President and Chief Financial Officer of SatCon Technology Corporation, a clean energy company headquartered in Boston, MA. Previously, he served for over 20 years at Polaroid Corporation in various capacities including Vice President and Treasurer, Vice President and Controller, and Worldwide Manufacturing Controller. Mr. Norwood is also a director of Technical Communications Corporation. Mr. Norwood is a CPA and has a B.S. from the University of New Hampshire and an M.B.A from the Darden School at the University of Virginia.

“Ralph made enormous contributions to CPS in many areas while serving as our CFO, and I am delighted his relationship with CPS will continue in this new role as a member of the Board of Directors. Ralph brings an in-depth knowledge of CPS and our current markets, a strong strategic outlook, and an on-going commitment to assist CPS in meeting our strategic objectives,” said Grant Bennett, CEO.

“I am excited to be joining the CPS Board of Directors and working closely with my fellow directors and the CPS management team in further refining and executing on CPS’ corporate vision,” said Mr. Norwood.

About CPS
CPS Technologies Corporation is a global leader in producing metal-matrix composite components to improve the reliability and performance of various electrical systems. CPS products are used in motor controllers for hybrid and electric vehicles, high-speed trains, subway cars and wind turbines. They are also used as heatspreaders in internet switches, routers and high-performance microprocessors. CPS also develops and produces metal-matrix composite armor.

CPS Technologies Corporation
Chuck Griffith, Chief Financial Officer
111 South Worcester Street
Norton, MA 02766
Telephone: (508) 222-0614
Web Site: www.alsic.com